19 June 2007

Company Announcements Office Australian Stock Exchange Limited 4th Floor 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam,

Revised Prospectus

Please find attached a revised Prospectus. The revision was brought about by a change to the proposed timetable regarding the Rights Issue lodged on the 18^th of June. The change impacts the end of Rights trading which w $5^th$ of July 2007.

Yours sincerely,

$\mathcal{I}$

John Fitzgerald Company Secretary

WESTONIA MINES LIMITED

ACN 084 669 036

PROSPECTUS

For an Offer of 1 New Share for every 8 Shares held at a price of 8 cents per share and 1 New free attaching Option by way of a Renounceable Rights Issue to raise approximately \$3.1 million before costs.

UNDERWRITER AND LEAD MANAGER

PATERSONS SECURITIES LIMITED ACN 008 896 311

Important Notice

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered by this Prospectus should be considered as speculative.

IMPORTANT NOTICE

This Prospectus is dated 18 June 2007. A copy of this Prospectus has been lodged with ASIC on that date. ASIC takes no responsibility for the contents of this Prospectus.

No Shares will be issued or allotted on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Westonia has applied to ASX for quotation of the New Shares and New Options. ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may quote the New Shares and New Options is not to be taken in any way as an indication of the merits of Westonia.

Before deciding to invest in Westonia, you should read and understand the entire Prospectus and, in particular, in considering Westonia's prospects, you should consider the risk factors that could affect Westonia's performance. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek advice from your professional adviser before deciding to invest. Investing in Westonia involves risks. See 'Risk Factors' in Section 5 for a discussion of certain risk factors that you should consider before deciding to invest in Westonia.

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Prospectus or has not been released to ASX with the authorisation of Westonia.

The Application Form accompanying this Prospectus is important. Please refer to the instructions in Section 4 of this Prospectus regarding the acceptance of your Entitlement. Applications can only be submitted on a valid Entitlement and Acceptance Form that is only available with this Prospectus.

Restrictions on distribution

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to lodge this Prospectus in any jurisdiction outside of Australia or to otherwise permit a public offering of Rights or New Shares or New Options in any jurisdiction outside Australia. This Prospectus is not to be distributed in, and no offer of Shares is to be made in, countries other than Australia and New Zealand.

Neither the Rights, New Shares nor New Options have been or will be registered under the US Securities Act of 1933 and may only be offered, sold or resold in, or to persons in, the United States in accordance with an available exemption from registration.

It is the responsibility of any Applicant to ensure compliance with any laws of a country relevant to their Application. Return of a duly completed Entitlement and Acceptance Form will be taken by Westonia as a representation that there has been no breach of such laws, that the Applicant is an Eligible Shareholder and that the Applicant is physically present in Australia or New Zealand.

Shareholders outside Australia and New Zealand should refer to Section 1.11 of this Prospectus for details of how your Entitlement will be dealt with.

Rights trading

Your Rights may have value. If you decide not to exercise all or part of your Rights you should consider whether to sell your Rights. It is important that you either accept or sell your Entitlement in accordance with the instructions in Section 4 of this Prospectus and on the back of the Application Form.

Individual applicants are responsible for determining their allocations of Rights and New Shares and New Options before trading in them. Eligible Shareholders trade in Rights or New Shares or New Options before receiving confirmation of their allocation at their own risk.

Shareholders who take no action in respect of their Rights will receive no benefits. An Application Form is enclosed with this Prospectus.

Prospectus availability

This Prospectus is available in electronic form at www.westoniamines.com.au and www.asx.com.au only for persons within Australia. Persons who access the electronic form of this Prospectus must ensure that they download and read the entire Prospectus.

A printed copy of this Prospectus is available free of charge by calling Westonia on (08) 9321 3088.

Definitions and glossary, financial amounts and time

Definitions of certain terms used in this Prospectus are contained in Section 7. All references to currency are to Australian dollars and all references to time are to Perth time, unless otherwise indicated.

Enquiries

For further information in relation to the Offer, please call Westonia's Company Secretary on (08) 9321 3088.

	CORPORATE DIRECTORY	1
CHAIRMAN'S LETTER		2
Section 1	DETAILS OF RIGHTS ISSUE	з
Section 2	PURPOSE AND EFFECT OF THE RIGHTS ISSUE	6
Section 3	COMPANY INFORMATION	9
Section 4	ACTION REQUIRED BY SHAREHOLDERS	13
Section 5	RISK FACTORS	16
Section 6	ADDITIONAL INFORMATION	20
Section 7	KEY DEFINITIONS	27

INVESTMENT HIGHLIGHTS

- Undeveloped, unhedged + 1 Moz Resource
♦ Completed feasibility study for 2.2 mtpa open pit project
- Big Bell mill facility now relocated to Westonia
Significant number of new exploration targets identified
♦ Ranking of drill targets underway
♦ Exploration drilling anticipated to resume in September/October 2007
$\bullet$ Full participation by LSG

IMPORTANT DATES

Notice of Issue sent to eligible shareholders	18 June 2007
Shares trade "ex-rights" and Rights trading commences on ASX	21 June 2007
Record Date to determine Entitlements under the Rights Issue	27 June 2007
Prospectus and Entitlement and Acceptance Form despatched	28 June 2007
Last day of Rights trading	5 July 2007
Closing Date for acceptances	12 July 2007
Allotment and issue of New Shares and New Options	15 July 2007
Despatch of shareholding statements for New Shares and New Options	16 July 2007
Trading of New Shares and New Options expected to commence	17 July 2007

This timetable is indicative only and subject to change. The Directors generally reserve the right to vary these dates, including the Closing Date without prior notice. The Directors also reserve the right not to proceed with the whole or part of the Offer any time prior to allotment. In that event, the relevant Application Money will be returned without interest.

CORPORATE DIRECTORY

DIRECTORS	Mark Fitzpatrick David Hatch Murray Pollock Chris Melloy John Rowe
SECRETARY	John Fitzgerald
REGISTERED AND PRINCIPAL OFFICE	Level 1 9 Havelock Street WEST PERTH WA 6005 Telephone: $(08)$ 9321 3088 Facsimile: (08) 9321 8804 www.westoniamines.com.au
SOLICITORS	WRIGHT LEGAL 1/103 Colin Street West Perth WA 6005
AUDITORS	ORD PARTNERS Level 2 47 Colin Street WEST PERTH WA 6005
UNDERWRITER	PATERSONS SECURITIES LIMITED Level 23 Exchange Plaza 2 The Esplanade Street PERTH WA 6000
SHARE REGISTRY	SECURITY TRANSFER REGISTRARS PTY LTD 770 Canning Highway APPLECROSS WA 6153
	Telephone: $(08)$ 9315 2333 Facsimile: (08) 9315 2233

LETTER FROM THE CHAIRMAN

Dear Shareholder

This prospectus outlines the details of a fully underwritten renounceable rights issue by Westonia Mines Limited ("Westonia") to raise approximately \$3.1 million (before costs of issue), in anticipation of a forthcoming regional exploration programme. I encourage you to carefully consider the contents of this Prospectus with a view to participating in the issue.

The company's current exploration focus is on completing the identification and ranking of field exploration targets for three areas; regional tenements surface potential, the Edna May "near mine" surface potential, and the Edna May underground potential. The database compilation for the first two areas is complete and target identification and ranking is in progress. Once final targets have been selected for field exploration, it is anticipated that a surface drilling programme, funded by the proceeds of this issue, will be carried out.

The underground database is nearing completion and target identification work has commenced. The subsequent field testing of identified underground potential would be the subject of a separate fundraising exercise.

The Edna May open cut project remains a valuable asset of the company. Maintaining it in readiness for an improved gold price remains a priority. Some portion of the funds raised from this issue may be used for this purpose.

The proceeds of the Rights Issue should enhance the prospects of the Company, by allowing us to take the next step in realizing the potential of our extensive tenements and maintaining our potential mining project in a 'ready to finance' position.

Mark Fitzpatrick Chairman

Section 1 DETAILS OF RIGHTS ISSUE

$1.1$ The Issue

This Prospectus offers a renounceable pro rata entitlements issue to Shareholders of approximately 38,375,256 New Shares and 38,375,256 New Options on the basis of 1 New Share for every 8 existing Shares held as at the Record Date at an issue price of 8 cents each to raise approximately \$3.1 million before issue costs. Shareholders will be entitled to receive 1 new free attaching Option for each New Share purchased. The New Options will have an exercise price of 10 cents and will expire 3 years from issue [on 30 June 20101.

$1.2$ Underwriting

The Issue is fully underwritten by Patersons Securities Limited. A summary of the Underwriting Agreement is set out in Section 6 of the Prospectus.

Entitlement to Rights Issue $1.3₁$

Shareholders who are on Westonia's Share Register at the close of business on the Record Date, being 5.00 pm on 27 June 2007 will receive Rights to acquire 1 New Share and 1 New Option for every 8 Shares held, at an issue price of 8 cents per New Share.

Fractional entitlements will be rounded up to the nearest whole number of New Shares and New Options. For this purpose, holdings in the same name are aggregated for calculation of Entitlements. If Westonia considers that holdings have been split to take advantage of rounding, Westonia reserves the right to aggregate holdings held by associated Shareholders for the purpose of calculating Entitlements.

An Application Form setting out your Entitlement to New Shares and New Options accompanies this Prospectus.

$1.4$ Applying for Additional New Shares and New Options

Eligible Shareholders may, in addition to their Entitlement, apply for Additional New Shares and New Options.

Entitlements not taken up may become available as Additional New Shares and New Options. The Company and the Underwriter reserve the right to scale back any applications for [Additional] New Shares and New Options in their absolute discretion. The allocation of Additional New Shares and Additional New Options will likely be limited to 250,000 New Shares and 250,000 New Options per applicant. Excess Application Moneys will be refunded without interest.

It is an express term of the Offer that applicants for Additional New Shares and New Options will be bound to accept a lesser number of Additional New Shares and New Options allocated to them than applied for, if a lesser number is allocated to them

$1.5$ Use of proceeds

Westonia expects to raise approximately \$3.1 million under the Rights Issue before Offer costs and will use the proceeds as set out in Section 2.

1.6 Actions Required by Shareholders

An explanation of the actions required by Shareholders is set out in Section 4.

$1.7₂$ Allotment and Application Money

All Eligible Shareholders who accept the Offer will receive their Entitlement in full.

New Shares and New Options will be issued only after all Application Money has been received and ASX has granted permission for the New Shares and New Options to be quoted. It is expected that New Shares and New Options will be issued on 16 July 2007 and trading of the New Shares and New Options on ASX is expected to commence on 17 July 2007.

All Application Money received before New Shares and New Options are issued will be held in a special purpose account. After Application Money is refunded (if required) and New Shares and New Options are issued to Applicants, the balance of funds in the account plus accrued interest will be received by the Company. If the New Shares and New Options are not quoted by ASX within three months after the date of this Prospectus, Westonia will refund all Application Money in full.

1.8 Closing Date

The Closing Date for acceptance of your Entitlement is 5.00 pm on 12 July 2007. The Company reserves the right to cancel the Rights Issue at any time prior to allotment.

$1.9₁$ Rights trading

Trading of Rights commences on ASX on 21 June 2007 with the last day of trading being on 5 July 2007. All or part of an Eligible Shareholder's Rights may be traded on ASX or otherwise sold between these dates should you choose not to accept all or part of your Entitlement.

1.10 Treatment of Overseas Shareholders

The Offer in this Prospectus is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand because of the small number of such Shareholders, and the cost of complying with applicable regulations in jurisdictions outside Australia and New Zealand. The Prospectus is sent to those Shareholders for information only.

The Offer contained in this Prospectus to Eligible Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). Members of the public in New Zealand who are not existing Shareholders on the Record Date are not entitled to apply for any New Shares.

Recipients may not send or otherwise distribute this Prospectus or the Entitlement and Acceptance Form to any person outside Australia (other than to Eligible Shareholders).

The Company has appointed the Underwriter (or associates of the Underwriter) as nominee to sell the Non-qualifying Foreign Shareholders' Rights. The Underwriter (or associates of them) will only sell the rights if there is a viable market in the rights and a premium over the expenses of sale can be obtained.

Any such sale will be at a price and be conducted in a manner that the nominee will determine in its absolute discretion.

The proceeds of sale (in Australian dollars) will be distributed to the Non-qualifying Foreign Shareholders for whose benefits the Rights have been sold in proportion to their shareholdings as at the Record Date (after deducting the costs of the sale and the

distribution of the proceeds), save that individual amounts of less than \$10 will be retained by Westonia. Neither the Company nor the nominee will be liable for any failure to sell the Rights or to sell the Rights at any particular price. If there is no viable market for the Rights of the Non-gualifying Foreign Shareholders, their Entitlement will be allowed to lapse and the relevant New Shares and New Options will revert to the Underwriter.

1.11 Rights attaching to New Shares

From issue, the New Shares issued under this Prospectus will rank equally in all respects with existing Shares. Summaries of the important rights attaching to Shares as set out in the Company's Constitution are contained in Section 6 of this Prospectus.

1.12 Rights attaching to New Options

From issue, the New Options issued under this Prospectus will have an exercise price of 10 cents and will expire on 30 June 2010. Summaries of the important rights attaching to New Options are contained in Section 6 of this Prospectus.

1.13 No prospective financial forecasts

The Company is an exploration company. Given the speculative nature of exploration, mineral development and production, there are significant uncertainties associated with forecasting future revenue. On this basis, the Directors believe that reliable forecasts cannot be prepared and accordingly have not included forecasts in this Prospectus.

1.14 Summary only

The information set out in this Section provides a summary of the information contained in this Prospectus. Applicants should read this Prospectus in its entirety prior to making a decision to accept the Offer. If you have any questions about investing in the Company, please contact your stockbroker, accountant or independent financial adviser.

Section 2 PURPOSE AND EFFECT OF THE RIGHTS ISSUE

$2.1$ Purpose of the Rights Issue

The net funds raised from the issue of New Shares and New Options through the Offer after payment of all associated costs, are expected to provide the Company with approximately \$2.9 million in additional capital.

The funds raised will enable Westonia to complete the database compilation work and commence targeted exploration activities with the objective of identifying either additional mill feed for the Westonia project and/or discovering new stand-alone projects.

The following table shows the proposed application of funds.

Source of Funds
*Closing Cash 31 May	\$ 1,730,592
Proceeds of Share Issue	\$ 3,070,021
Cost of the issue	(153, 501)
Funds on completion of the issue	4,647,112

Use of Funds
Big Bell site rehabilitation	\$ 500,000
Data Base Compilation	\$ 200,000
Field Exploration Programme	\$ 2,500,000
Working capital	1,474,112
Total	4,647,112

$\ast$ The Closing Cash position at the $31^st$ of May does not take into account the Big Bell Bond of \$1.5M. The Company is currently in negotiations with the Big Bell Tenement holder to conclude the mine rehabilitation and the associated timing of the release of the Performance Bond.

$2.2$ Effect of the Rights Issue

The principal effects of the Rights Issue will be to:

increase the Company's cash reserves by approximately \$2.9 million after taking into account the costs of the Rights Issue;
provide the Company with additional capital for the purposes referred to in section $2.1;$ and
increase the total number of issued Shares (refer section 2.3).

Pro-forma consolidated historical financial information is provided in the following paragraphs summarising the effect of the Rights Issue.

Effect of the Rights Issue on capital structure $2.3$

The effect of the Rights Issue on the Company's issued share capital will be as follows:

Ordinary Shares	Number	% Equity
Existing Shares	307,002,051	89%
Issue under Share Offer	38,375,256	11%
Totals	345,377,307	100%

Other securities:

Unlisted Options (Employees/Contractors)

$2.4$ Effect of the Rights Issue on Westonia's financial position

Set out below is the audited Consolidated Balance Sheet of the Company as at 31 December 2006 and a pro forma Consolidated Balance Sheet of the Company after the Rights Issue.

4,160,000

The financial information prepared below is prepared in accordance with Australian equivalents to International Financial Reporting Standards (AIFRS).

		Audited Dec 31 2006	Proforma adjustments	Proforma Dec 31 2006
	Note	\$	\$	\$
ASSETS
Current assets
Cash and cash equivalents	$\mathbf{1}$	8,457,262	(3,810,150)	4,647,112
Trade and other receivables		261,211		261,211
Other financial assets		1,893,122		1,893,122
Total current assets		10,611,595	(3,810,150)	6,801,445
Non-current assets
Property, plant and equipment		3,217,286		3,217,286
Mineral properties	2	6,549,634	4,892,471	11,442,105
Other financial assets		1,500		1,500
Total non-current assets		9,768,420	4,892,471	14,660,891
TOTAL ASSETS		20,380,015	1,082,321	21,462,336

LIABILITIES
Current liabilities
Trade and other payables		437,308		437,308
Provisions		5,892,626		5,892,626
Total current liabilities		6,329,934		6,329,934
TOTAL LIABILITIES		6,329,934		6,329,934
NET ASSETS		14,050,081	1,082,321	15,132,402

EQUITY
Issued capital	3	30,214,368	2,916,520	33,130,888

Westonia Mines Limited

Option reserve	470,670		470,670
Accumulated losses	(16,634,957)	(1,834,199)	(18, 469, 156)
TOTAL EQUITY	14,050,081	1,082,321	15,132,402

Note 1	Reconciliation of Cash at Bank
Cash at Bank 31 December 2006 Expenditure January to March 2007 Estimated Outflows for April / May 2007 Funds to be raised from the Offer Estimated Costs of the issue		8,457,262 (3,539,000) (3, 187, 670) 3,070,021 (153, 501)
Proforma Cash on Hand		4,647,112
Note 2	Exploration Properties
Mining properties 31 December 2006 Estimated Expenditure for April / May 2007	Capitalised Expenditure January to March 2007	6,549,634 3,438,173 1,454,298
Proforma Mining Properties		11,442,105
Note 3 Issued Capital
Issued Capital December 31 Shares issued pursuant to Issue Costs of Capital Raising		30,214,368 3,070,021 (153, 501)
Proforma Issued Capital		33,130,888
Accumulated losses Note 4
Accumulated losses 31 December 2007 Estimated losses January to April 2007		(16,634,957) (1,834,199)
Proforma Accumulated losses		(18, 469, 156)
sak mulaa af Chans

2.5 Market price of Shares

The highest and lowest market prices of the Company's Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were:

Highest:	\$0.135	26 March, 2007
Lowest:	\$0.081	1 June, 2007

The volume weighted average sale price on ASX of the Company's Shares during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC was $$0.11.$

The latest available market sale price of the Company's Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was \$0.083 on 13 June 2007.

Section 3 COMPANY INFORMATION

$3.1$ Background

Westonia Mines Limited has been listed on the ASX since August 2002. The Company was formed predominantly to extract the gold mineralisation remaining within the large Edna May mineralised system which had previously hosted two phases of underground mining and one phase of open pit mining. In total, the Westonia underground and open pit mines have extracted 634,000 ounces of gold.

The Westonia project is located adjacent and immediately to the North of the small, but well serviced wheatbelt town of Westonia. Westonia is approximately 10 kilometres north of Carrabin, which is situated on the Great Eastern Highway about 50 kilometres east of Merredin and 300 kilometres east of Perth.

Prior to and since listing, Westonia Mines Limited has consolidated a large tenement position on the largely under-explored Westonia Greenstone Belt. Westonia is the only mine of consequence on the Westonia Belt, which is approximately 100 kilometres long. The Westonia Belt is an offshoot of the Southern Cross Greenstone Belt, which is approximately 200 kilometres long, has hosted more than 20 mines and has produced more than 16 million ounces of gold.

In addition to the proposed re-development of the Edna May open pit mine, it is known that the high grade mineralisation mined historically by underground methods extends to at least 700 metres depth.

$3.2₁$ Future Potential

$3.2.1$ Edna May "Near Mine" Potential

The Edna May Gneiss is the major host rock for gold mineralisation at Westonia. The proposed Edna May open pit development involves widening and deepening the existing shallow open pit to approximately 200 metres depth. Out-performance of the orebody and/or higher gold prices will result in a deeper open pit.

The Greenfinch prospect to the West contains gold mineralisation within the same Edna May Gneiss rock type as the main Westonia orebody and it occurs from the surface. Greenfinch is offset from the main Edna May Gneiss by a zone of regional faulting. The Greenfinch gneiss is known to extend for more than 600 metres but RC drilling so far has tested only half the known strike length.

The JORC compliant Greenfinch Resource to approximately 100 metres depth based on drilling so far is summarised in tabulation below.

Resource Estimate
	Indicated Inferred			Total
Cut-Off	Tonnes	Grade	Tonnes	Grade	Tonnes	Grade	Ounces
0.50	2,217,752	1.14	635,936	1.10	2,853,689	1.13	103,695
0.70	1,437,049	1.44	390,142	1.43	1,827,191	1.43	84,227
0.90	1,008,470	1.71	264,454	1.73	1,272,924	1.71	70,117
1.10	751,019	1.95	197,581	1.98	948,600	1.96	59,717
1.20	655,556	2.07	174,442	2.08	829,998	2.07	55,315

$3.2.2$ Westonia Underground Potential

Following the discovery of gold at Westonia in 1910, two stages of underground mining (1911-1922, 1935-1947) occurred. A total of 575,000 tonnes of ore was extracted from underground with a recovered grade of 19.5g/t Au for recovered metal of 360,000 ozs. The majority of the underground workings stop at approximately 180 metres depth, with one reef being developed to approximately 250 metres depth.

It is apparent from the Company's 2006 drilling that the two stages of underground mining did not discover and extract all the high grade structures. It is also apparent from earlier deep diamond drilling that the narrow, high grade mineralisation continues to at least 700 metres depth.

During the late 1980's the open pit mine operator developed a production sized decline from within the pit to approximately 260 metres depth, but did not extract significant quantities of ore.

In light of the above-described history, the Company is compiling all data of significance with the intention of making an informed assessment of future underground mining potential.

$3.2.3$ Regional Exploration

Westonia Mines Limited has reqularly communicated its belief regarding the prospectivity of its land holding on the under-explored Westonia Greenstone Belt.

During the past 18 months, the Company has tested several targets and added substantial value to its exploration portfolio by conducting two detailed aeromagnetic surveys North and South of Westonia.

Compilation of the detailed aeromagnetic data together with all historical field data into a single electronic database has been completed. The database is now being utilised to identify and assess all historical and a significant number of newly identified exploration targets to determine their respective ranking prior to the commencement of drilling in the coming months.

In particular, the Company is assessing the potential for the discovery of "virgin" Edna May repeat targets. Reconstructing the Edna May Gneiss at Westonia from surface to 200 metres depth leads to a mineralisation model of some 20 million tonnes of approximately 2.0g/t Au for around 1.3 Mozs of contained gold.

Once final targets have been selected for exploration, it is anticipated that a surface drilling programme will be carried out.

$3.3$ Feasibility Study Results

As advised in the Company's ASX release dated 31 May 2007, the development of the Westonia open pit gold project is deferred until more favourable economic conditions exist. These may include an increase in the AUD gold price, a lowering of the project unit cost structure, and/or an increase in the open pit Reserves. The Company will continue to monitor gold price and seek ways to reduce the cost structure with the intention of quickly re-activating project financing activities when it is satisfied that project development will create an opportunity for shareholders.

A summary of the Edna May Resource from surface to 300 metres depth is tabulated below.

2006 Resource Estimate
	Measured			Indicated			Inferred
Cut off g/t	Million Tonnes	Gold g/t	Ounces ('000')	Million Tonnes	Gold g/t	Ounces (000`\| <b>Million</b><br>Tonnes \| Gold<br>g/t \| <b>Ounces</b><br>(`000)
0.50	16.558	1.15	615	13.322	1.13	484	8.36	1.0	267
0.70	12.088	1.36	529	9.156	1.37	404	5.01	1.3	204
1.00	7.129	1.72	395	5.217	1.78	298	2.55	1.7	138

The information in this report that relates to mineral resources is based on work completed by Mr Nicolas Johnson, who is a Member of the Australian Institute of Geoscientists. Mr Johnson is a full time employee of Hellman and Schofield Pty Ltd and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Johnson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

$3.4$ Big Bell Mill

The Company's fully owned 2.2 mtpa hard rock processing facility is now disassembled and stored at the laydown area at Westonia. The process of dismantling, transport and demolition where appropriate was carried out on-time and within the budgeted \$5.2M during the first half of 2007.

$3.5$ Information on Directors

Mark Fitzpatrick (55)

B.E., MBA, FAICD, MIEAust (Non Executive Chairman)

Mr Fitzpatrick has been actively involved in the development and growth of a diverse range of businesses and resources projects in Australia over the last 30 years. He is an experienced company director with expertise in resource project financing, project management and investment banking.

David F Hatch (52)

Assoc MEng, DipGeoSc, MAusIMM, MAICD (Managing Director)

Mr Hatch is a Mining Engineer with 30 years experience in a range of mineral commodities. His strong operations management and leadership background includes open pit and underground mines within Australia and several overseas locations.

Murray G Pollock (59) MAICD (Non Executive Director)

Mr Pollock is a businessman with over 30 years experience in the mineral services industry, principally in drilling. He is an investor and consultant to several companies on drilling and mine management services.

Chris P Melloy (51) BE (Hons), MEngSc, GDipAppFin (Sec Inst), MAusIMM, ASIA (Non Executive Director)

Mr Melloy is an Executive Director of Lion Manager, the management company responsible for the operation of Lion Selection Group as well as a non Executive Director of Austindo Resources Corporation NL.

He has 29 years experience in the mining industry in both operations and finance, including mine planning, operating and senior mine management roles, as well as mining analysis and research in the stock broking industry.

John Rowe (58) BSc (Hons) ARSM, MAusIMM (Non Executive Director)

Mr. Rowe has over 35 years experience in mine geology, exploration, general mine management and business development both in Australia and overseas, with significant experience with the gold and nickel industries in WA. As a former mine geologist, Mr. Rowe has varied experience in gold, nickel and copper mineralization and played a major role in the corporate and operational establishment of Kalgoorlie Consolidated Gold Mines Pty Ltd. He is a non executive Director of Sally Malay Mining Limited.

Section 4 ACTION REQUIRED BY SHAREHOLDERS

$4.1$ What Eligible Shareholders may do

The number of New Shares and New Options to which Eligible Shareholders are entitled (your Entitlement) is shown on the accompanying Application Form.

If you do not take up your Entitlement, then your percentage holding in the Company will be diluted.

As an Eligible Shareholder, you may:

take up all of your Entitlement;
apply for Additional New Shares and New Options (refer Section 4.3); $\bullet$
sell all of your Entitlement on ASX (refer Section 4.4); ٠
take up part of your Entitlement and sell the balance on ASX (refer Section 4.4); $\bullet$
take up part of your Entitlement and allow the balance to lapse (refer Section 4.5);
deal with part or all of your Entitlement other than on ASX (refer Section 4.6); or
allow all or part of your Entitlement to lapse (refer section 4.7); $\bullet$

Non-qualifying Foreign Shareholders may not take any of the steps set out in Sections 4.2 to 4.7.

4.2 Taking up all of your Entitlement

If you wish to take up all of your Entitlement, complete the accompanying Application Form for New Shares and New Options in accordance with the instructions set out in that form.

You should then forward your completed Application Form together with your Application Money in accordance with Section 4.7 to reach the Company's Share Registry no later than 5.00 pm on 12 July 2007.

4.3 Applications for Additional New Shares and New Options

Eligible Shareholders may, in addition to their Entitlement, apply for Additional New Securities as described in section 1.4.

A single cheque should be used for the Application Money for your Entitlement and the number of Additional New Shares and New Options you wish to apply for as stated on the Application Form.

4.4 Selling all your Entitlement on ASX

If you wish to sell all of your Entitlement on ASX, complete the appropriate section on the back of the accompanying Application Form marked "Instructions to Your Stockbroker" and lodge the Application Form with your stockbroker as soon as possible, or otherwise provide instructions to your stockbroker regarding the number of Rights you wish to sell on ASX. You can sell your Rights on ASX from 21 June 2007 until 5 July 2007.

The Company accepts no responsibility for any failure by your stockbroker to carry out your instructions.

4.5 Taking up part of your Entitlement and selling the balance on ASX

If you wish to take up only part of your Entitlement, complete the accompanying Application Form for the number of New Shares and New Options you wish to take up and follow the steps required in accordance with Section 4.2. You may then provide instructions to your stockbroker regarding the number of Rights you wish to sell on ASX.

Taking up part of your Entitlement and allowing the balance to lapse 4.6

If you wish to take up part of your Entitlement and allow the balance to lapse, complete the accompanying Entitlement and Acceptance Form for the number of New Shares and New Options you wish to take up and follow the steps required in accordance with Section 4.2. If you take no further action, the balance of your Entitlement will lapse and you will have forfeited any potential benefit to be gained from selling/trading your Rights.

4.7 Dealing with part or all of your Entitlement other than on ASX

You may transfer all or part of your Rights to another person other than on ASX provided that the purchaser is not a Non-qualifying Foreign Shareholder or would not be a Nonqualifying Foreign Shareholder if the purchaser was the registered holder of Shares.

If you wish to transfer all of your Entitlement to another person other than on ASX, forward a completed standard renunciation form (obtainable from the Company's Share Registry) and the applicable transferee's cheque or bank draft for any Application Money for the New Shares and New Options they wish to subscribe for to the Company's Share Registry by 5:00pm on 12 July 2007.

If you wish to transfer part of your Entitlement to another person other than on ASX only, but also want to take up some or all of the balance of your Entitlement, you will need to take the steps described above in relation to the Rights you wish to transfer and complete the accompanying Application Form in respect of the Rights you wish to take up. You will need to lodge the form in accordance with the procedure in Section 4.2.

If the Share Registry receives both a completed renunciation form and a completed Application Form in respect of the same Rights, the renunciation will be given effect in priority to the acceptance.

Allow all or part of your Entitlement to lapse 4.8

Your Rights may have value. Rights are renounceable, which enable Eligible Shareholders who do not wish to accept some or all of their Entitlement to sell or trade all or part of their Rights on ASX.

4.9 Payment

The Application Price for New Shares and New Options is payable in full on application by a payment of 8 cents per New Share. The Application Form must be accompanied by a cheque or bank draft for the Application Monies.

Cheques or bank drafts must be drawn in Australian currency on an Australian bank and made payable to "Westonia Mines Limited - Subscription Account" and crossed "Not Negotiable". Applicants must not forward cash. Receipts for payment will not be issued.

You should ensure that sufficient funds are held in relevant account(s) to cover the cheque(s). If the amount of your cheque(s) for Application Money is not sufficient to pay

for the number of New Shares and New Options you have applied for, you may be taken to have applied for such lower number of New Shares as your cleared Application Money will pay for or your Application may be rejected.

CHEQUES SHOULD BE MADE PAYABLE TO "WESTONIA MINES LIMITED - SUBSCRIPTION ACCOUNT" AND CROSSED NOT NEGOTIABLE.

4.10 Enquiries

If you have any questions about your Entitlement please contact the Company's Share Registry on (08) 9315 2333.

Alternatively, contact your stockbroker or other professional adviser.

4.11 Brokerage

No brokerage or stamp duty is payable by Shareholders who accept their Entitlement to New Shares and New Options.

Section 5 RISK FACTORS

The New Shares and New Options offered under this Prospectus are considered speculative because of the inherent risks associated with minerals exploration, appraisal, development, production, transport and marketing. In addition, there are risks inherent in investing in the share market in general.

The Directors have considered and identified in this section of the Prospectus the critical areas of risk associated with investing in the New Shares and New Options. The risks identified by the Directors are not exhaustive and potential investors should read this Prospectus in full and seek professional advice if they require further information on material risks in deciding whether to subscribe for New Shares and New Options.

$5.1$ Specific Risks

$5.1.1$ Exploration Risks

The business of minerals exploration, project development and production involves risks by its very nature. It depends on the successful exploration, appraisal and development of commercially viable deposits. Outcomes of the exploration program outlined in this Prospectus will affect the future performance of the Company and its Shares.

$5.1.2$ Production Risks

Operations such as design and construction of efficient mining and processing facilities, competent operation and managerial performance, and efficient transport and marketing services, are required to be successful. In particular production operations can be hampered by force majeure circumstances, engineering difficulties, cost overruns, inconsistent recovery rates and other unforeseen events. In the event the Company proceeds to development of economic deposits production may be affected by these matters.

$5.1.3$ Access to Land

Significant delays may be experienced in gaining access to privately owned freehold or leasehold land. Delays may be caused by weather, deference to landholders' activities such as cropping, harvesting, calving and mustering, and other factors.

$5.1.4$ Cultural Heritage

Delays may be experienced if evidence of Aboriginal cultural heritage exists on any land to which the Company requires access.

When exercising a right or permission for access to any land, it is an offence, to disturb physical evidence of human occupation of prehistoric or historic significance without statutory permission. This restriction applies to any activity including minerals exploration and production.

The Company has not undertaken the comprehensive research, investigations or enquiries which would be necessary to enable it to form an opinion with certainty as to whether any such evidence exists on any land covered by Westonia's whollyowned or optioned tenements.

$5.1.5$ Environmental Impact Constraints

The Company's exploration and appraisal programs will, in general, be subject to approval by government authorities. Development of any mineral resources will be dependent on the project meeting environmental guidelines and gaining approvals by government authorities.

$5.1.6$ Exploration and Appraisal Expenditure

Exploration and appraisal is a process subject to unforeseen contingencies. Exploration programs must be flexible enough to respond to the results obtained.

The actual scope, costs and timetables of exploration programs may differ substantially from the proposals set out in this Prospectus. Financial failure, or default by any future alliance or joint venture partner of the Company, may require the Company to face unplanned expenditure or risk forfeiting relevant tenements.

$5.1.7$ Funding

Unless and until the Company develops or acquires income producing assets, it will be dependent upon the funds raised by this Offer, and its ability to obtain future equity or debt funding to support exploration evaluation and development of the properties in which it has an interest. The Company's ability to raise further equity or debt or to divest part of its interest in a project, and the terms of such transactions, will vary according to a number of factors, including the success of exploration results and the future development of the Projects, stock market conditions and prices for metals in world markets.

$5.1.8$ Kev Personnel

The ability of the Company to achieve its objectives depends on the retention of key external contractors who constitute its technical panel and provide technical If the Company cannot secure external technical expertise (for expertise. example to carry out drilling) or if the services of the present technical panel cease to become available to the Company, this may affect the Company's ability to achieve its objectives either fully or within the timeframes and the budget the Company has decided upon.

Whilst the ability of the Company to achieve its objectives may be affected by the matters mentioned above, the Directors believe that appropriately skilled and experienced professionals would be available to provide services to the Company at market levels of remuneration in the event key external contractors cease to be available.

$5.1.9$ Volatility in the price of minerals

Commodity prices are influenced by the physical and investment demand for those commodities. Fluctuations in commodity prices may influence timing, viability and management of projects in which the Company has an interest.

$5.1.10$ Gold price volatility

Gold prices are influenced by a number of international factors including world inflation, geo-political events, central bank transactions, exchange rates as well as supply and demand factors. The price of gold in Australian dollars will influence the returns on the Westonia gold project, subject to any hedging contracts the Company may or may not take out in relation to future production.

Volatility in the market price of Shares $5.1.11$

Although the Company is listed on the ASX, there is no assurance that an active trading market for its Shares will be sustained. There is also no assurance that the market price for the Shares will not decline below the issue price. The market price of the Company's Shares could be subject to significant fluctuations due to various external factors and events, including the liquidity of the Shares in the market, any difference between the Company's actual financial or operating results and broader market-wide fluctuations. Furthermore, any stock market volatility and weakness could result in the market price of the Shares decreasing so that they trade at prices significantly below the issue price, without regard to the Company's operating performance.

$5.1.12$ Negative publicity may adversely affect the Share Price

Any negative publicity or announcement relating to any of our substantial shareholders or key personnel may adversely affect the stock performance of the Company, whether or not this is justifiable. Examples of this negative publicity or announcement may include involvement in legal or insolvency proceedings, failed attempts in takeovers, joint ventures or other business transactions.

$5.1.13$ Insurance Risks

The Company maintains insurance coverage that is substantially consistent with exploration industry practice. However, there is no quarantee that such insurance or any future necessary coverage will be available to the Company at economically viable premiums (if at all) or that, in the event of a claim, the level of insurance carried by the Company now or in the future will be adequate, or that a liability or other claim would not materially and adversely affect the Company's business.

$5.1.14$ Construction Capital Costs

The Company is conscious that at present, there is competition for skilled labour and that material costs have increased. The impact of these factors is that there are upward costs pressures in the market. The Company is managing this risk to mitigate its effect by implementing the most cost effective project management structures and by adopting a hands-on approach to contract award and monitoring.

$5.2$ General Risks

General Economic Climate $5.2.1$

Factors such as inflation, currency fluctuations, interest rates, legislative changes, political decisions and industrial disruption have an impact on operating costs and on metals prices.

The Company's future income, asset values and share price can be affected by these factors and, in particular, by the market price for any metals that the Company may produce and sell.

$5.2.2$ Stock Market Conditions

The market price of the New Shares and New Options when quoted on the ASX will be influenced by international domestic factors affecting conditions in equity and financial markets. These factors may affect the prices for listed securities and the prices for the securities of minerals exploration companies quoted on the ASX, including Westonia.

The stock market has in the past and may in the future be affected by a number of matters including:

commodity prices;
market confidence;
supply and demand for money; and
currency exchange rates.

Section 6 ADDITIONAL INFORMATION

Nature of the Prospectus $6.1$

This Prospectus is a short form prospectus issued under section 713 of the Corporations Act which allows the issue of a short form prospectus in relation to offers of securities where those securities are of a class which have been quoted for twelve months before the date of that prospectus.

$6.2$ Further documents

As a disclosing entity, the Company is subject to regular reporting and disclosure obligations. Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office. In addition, any person considering this offer is entitled to receive a copy of the most recently lodged annual financial report and any continuous disclosure notices given by the Company after the lodgement of that financial report. The Company will give copies of those documents to any person who requests them free of charge.

$6.3$ Tenement Schedule

Tenement	Holder/ Applicant	Interest Held	Status	Grant Date	Expiry Date	Area
Bodallin
E77/1165	WEZ	100%	Live	20/04/2006	19/04/2011	35blocks
Bodallin South
E77/1452	WEZ	100%	Pending	Applied for 12/04/2007		20 blocks
Dick's Reward
E77/898	Bucknell	Option to acquire 100%	Live	5/03/2004	4/03/2009	24 blocks
Jilbadgie
E77/1132	IRNL	Earning 65%	Live	2/03/2006	1/03/2011	23 blocks
Westonia Mine
M77/88	WEZ	100%	Live	28/01/1987	27/01/2008	235.4ha
M77/110	WEZ	100%	Live	14/05/1987	13/05/2008	404.35ha
M77/124	WEZ	100%	Live	21/07/1987	20/07/2008	140.95ha
Westonia
E77/1069	WEZ	100%	Live	24/10/2003	23/10/2008	13 blocks
E77/1324	WEZ	100%	Live	08/06/2007	07/06/2012	45 blocks
E77/516	WEZ	100%	Live	17/11/1994	16/11/2006	46 blocks
E77/990	WEZ	100%	Live	31/10/2000	30/10/2007	70 blocks
L77/18	WEZ	100%	Live	26/03/1987	Licence will continue in	6.4 _ha


M77/827	WEZ	100%	Pending	Applied for 14/03/2006	$121.4$ ha
M77/841	WEZ	100%	Pending	Applied for 30/06/1997	118.6538
					0 ha
M77/842	WEZ	100%	Pending	Applied for 30/06/1997	53 ha
P77/3712	WEZ	100%	Pending	Applied for 19/01/2007	53 ha
P77/3713	WEZ	100%	Pending	Applied for 19/01/2007	122 ha
P77/3714	WEZ	100%	Pending	Applied for 19/01/2007	119 _ha

Key

Bucknell $=$	Walter Ralph Bucknell
--------------	-----------------------

STB. St Barbara Limited $=$

Image Resources NL IRNL $=$

Westonia Mines Limited WEZ $=$

$6.4$ ASX listing

The Company participates in CHESS and will despatch holding statements in lieu of share and option certificates that set out the number of New Shares and New Options issued to each successful Applicant under this Prospectus.

It is the responsibility of Applicants to determine their allocation before trading in the New Shares and New Options. Applicants who sell New Shares and New Options before they receive their statement do so at their own risk.

$6.5$ Rights attaching to New Shares

The rights attaching to ownership of Shares (including New Shares) are:

described in the Constitution; and
regulated by the Corporations Act, the Listing Rules and the general law.

The following is a summary of the key provisions in the Constitution and the principal rights of shareholders as set out in the Constitution. This summary is not exhaustive, nor does it constitute a definitive statement of the rights and liabilities of shareholders.

6.5.1 Meetings and notices

Each shareholder is entitled to receive notice of and to attend general meetings of the Company and to receive all notices, financial reports and other documents required to be sent to shareholders under the Constitution, the Corporations Act or the Listing Rules.

6.5.2 Voting

At meetings of shareholders, every shareholder present in person or by proxy, attorney or representative has one vote on a vote taken by a show of hands, and, on a poll has one vote for every fully paid Share held by him or her, and a proportionate vote for every partly paid Share. A poll may be demanded by the chairperson of the meeting, by any five shareholders present in person or by proxy, attorney or representative or by any one or more shareholders who are together entitled to not less than 5% of the votes that may be cast on the resolution on a poll.

6.5.3 Dividends

Dividends are payable out of the Company's profits and are declared or determined to be payable by the Directors.

6.5.4 Transfer

A shareholder may transfer all or any of its Shares by:

in the case of an ASTC-regulated transfer, in any manner required or permitted by the Listing Rules or ASTC Settlement Rules;

in other cases, using any written transfer instrument in any common form or form approved or adopted by ASX or the Directors.

The Directors may decline to register any transfer where permitted to do so by the ASX Listing Rules and must decline to register a transfer of Shares where required by the ASX Listing Rules.

6.6 New Option Terms and Conditions

The terms and conditions of the Options are as follows:

the New Options will be exercisable at any time prior to 5.00pm WST on the i) 30 June 2010. Options not exercised on or before the Option Expiry Date will automatically lapse;
ii) each New Option entitles the holder to subscribe for one Share upon payment of 10 cents per Option;
$iii)$ the New Options may be exercisable wholly or in part by completing an application form for Shares delivered to the Company's Share Registry, accompanied by payment of 10 cents per New Option, and received by it any time prior to the Option Expiry Date;
the Company will in accordance with Listing Rule 2.8, make application to $\mathsf{iv}$ have the New Options listed for Official Quotation.
shares issued on the exercise of the New Options will rank pari-passu with the V) then existing issued ordinary shares;
vi) the Company will in accordance with Listing Rule 2.8, make application to have Shares allotted pursuant to an exercise of New Options listed for Official Ouotation.
vii) there will be no participating entitlements inherent in the New Options to participate in new issues of capital which may be offered to Shareholders during the currency of the New Options. Prior to any new pro rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded 7 Business Days before the record date (to determine entitlements to the issue), to exercise Options;
viii) in the event the Company proceeds with a pro rata issue (except a bonus issue) of Shares to the holders of Shares after the date of issue of the New Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2;
ix). in the event of any re-organisation (including reconstructions, consolidations, subdivision, reduction of capital) of the issued capital of the Company, the New Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged; and
the New Options will not give any right to participate in dividends until Shares $\mathbf{x})$ are allotted pursuant to the exercise of the relevant Options

$6.7$ Liquidation Rights

The Company has one class of shares on issue, ordinary shares. Each ordinary Share ranks equally in the event of liquidation.

$6.8$ Variation of Rights

Subject to the ASX Listing Rules, the rights attached to the Shares may be varied with the consent in writing of shareholders holding three-guarters of the Shares or by a special resolution passed at a separate meeting of the holders of the Shares in accordance with the Corporations Act.

The Directors may, subject to the restrictions on allotment of shares imposed by the Constitution, the Corporations Act and the ASX Listing Rules, from time to time issue and allot further shares on such terms and conditions as they see fit.

6.9 Alteration of constitution

The Constitution can only be amended by a special resolution (that is, a resolution that has been passed by at least three-quarters of the votes cast by shareholders entitled to vote on the resolution). While the Company is listed, at least 28 days written notice of the special resolution must be given.

6.10 Indemnification of Directors

To the extent permitted by law, the Company indemnifies every person who is or has been an officer of the Company and indemnifies every person who is or has been an officer of the Company against reasonable legal costs incurred in defending an action for a liability incurred or allegedly incurred by the person as an officer of the Company.

6.11 Taxation

The Directors consider that it is not appropriate to give advice regarding the taxation consequences associated with the acquisition, sale or exercising of Rights, or the subsequent disposal of any Shares subscribed for under this Prospectus. The Directors recommend that all Eligible Shareholders consult their own professional tax advisors.

6.12 Material Contracts

6.12.1 Underwriting Agreement

Under an underwriting agreement dated 13 June 2007 (Underwriting Agreement), Patersons Securities Limited (Underwriter) has agreed to underwrite the Offer. Upon completion, the Underwriter will receive an underwriting fee of 4% and a management fee of 1%. The Underwriter will also receive payment of reasonable costs and expenses incurred by the Underwriter in connection with the Offer. The Company will also pay any GST applicable to any fee payable to the Underwriter under the Underwriting Agreement.

The Underwriter has discretion to terminate the Underwriting Agreement for reasons that are standard in agreements of this nature.

The underwriter may be required by the terms of the Underwriting agreement to take up a number of shares that results in it acquiring a voting power of 6.16% of the issued capital.

$6.12.2$ Big Bell Agreement

At the time of writing, all recoverable Big Bell plant components have been disassembled and transported from site to Westonia. Some electrical components are stored in Perth under cover awaiting refurbishment assessment. Scrap materials at Big Bell have been stockpiled in the designated area in preparation for burial.

Westonia's management is in dialogue with the tenement owner to conclude the final site clean-up details and obtain a release on the \$1.5M Performance Bond.

6.13 Privacy

If you apply for New Shares and New Options, you will provide personal information to the Company. Company laws and tax laws require some of the information to be collected and kept. The Company will collect, hold and use the information provided by you to process your application and to administer your investment in the Company.

If you do not provide the information requested in the Entitlement and Acceptance Form, the Company and the Share Registry may not be able to process your application.

The Company may disclose your personal information for purposes related to your investment to the Company's agents and service providers. The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be shared are:

the Share Registry for ongoing administration of the shareholder register; $\bullet$
printers and other companies for the purpose of preparation and distribution of ٠ statements and for handling mail:
the Underwriter to confirm applications; and
legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering, and advising, on the Shares and for associated actions.

The Company complies with its legal obligations under the Privacy Act 1988 (Cth).

You may request access to your personal information held by (or on behalf of) the Company. You may be required to pay a reasonable charge to the Share Registry in order to access your personal information. You can request access to your personal information by writing to or telephoning the Share Registry as follows:

6.14 Information Available to Shareholders

investor who so requests during the application period under this Prospectus:

(a) the 2006 Half Year Report of Westonia which contains the financial statements and consolidated financial statements for the six months to December 2006:
(b) the following documents notifying ASX of information relating to Westonia during the period after lodgement of the financial statements contained in the six months to December 2006 and before the issue of this Prospectus;

Date	Announcement
05/06/2007	Audio Broadcast - Market Update
31/05/2007	Market Update - May 2007
30/04/2007	Third Quarter Cashflow Report
30/04/2007	Third Quarter Activities Report
12/04/2007	Appendix 3B
12/04/2007	Financing Update
21/03/2007	Market Update

6.15 Interests and Consents of Experts and Advisers

The following parties have given (and not before the date of this document withdrawn) their consent to be named in this document in the form and context in which they are named:

Patersons Securities Limited, in the capacity of Underwriter and Lead $\bullet$ Manager;
Wright Legal, in the capacity of Solicitor to the Company; $\bullet$

Each of Patersons Securities Limited and Wright Legal:

has not authorised or caused the issue of this Prospectus;
has not made any statement in this Prospectus, or any statement on ٠ which a statement in this Prospectus is based, except where expressly stated above;
to the maximum extent permitted by law, expressly disclaims and takes $\bullet$ no responsibility for any part of this Prospectus other than a reference to its name and except where expressly stated above; and
was not involved in the preparation of the Prospectus or any part of it except where expressly attributed to that person.

Patersons Securities Limited is acting as Underwriter and Lead Manager and for this is being paid an underwriting fee of 4% and a management fee of 1% of the funds underwritten under the Offer. Patersons Securities Limited is also entitled to reimbursement of out of pocket expenses.

Patersons Securities Limited has received the following fees. For the financial year ended 30 June 2005 - Nil, 30 June 2006 - Nil and for the six months to December 2006 -\$365,916.

Wright Legal is acting as Solicitor to the Company and for this is being paid a fees of approximately \$12,000 (plus GST). Wright Legal has received fees for the financial year ended 30 June 2005 - Nil, 30 June 2006 - Nil and for the six months to December 2006 -\$20,000.

6.16 Electronic prospectus

Pursuant to class order 00/44 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus in the basis of a paper Prospectus lodged with ASIC and the issue of shares and options in response to an electronic application, subject to compliance with certain provisions.

If you have received this Prospectus as and Electronic Prospectus please ensure that you have the entire Prospectus accompanied by the Application Form. If you have not, please e-mail the Company at [email protected] and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the Application Form, it was not provided with an entire copy of the Prospectus and any relevant supplementary or replacement material or any of those documents were incomplete or altered. In such case, the Application monies received will be dealt with in accordance with section 722 of the Corporations Act.

6.17 Directors authorisation

Each Director of Westonia Mines Limited has given, and has not withdrawn, their consent to the lodgement of this Prospectus with ASIC.

Signed on behalf of the Directors pursuant to a Resolution of the Board.

J. Hotch

David Hatch Managing Director 18 June, 2007

Section 7 KEY DEFINITIONS

"Additional New Shares and New Options" means New Shares and New Options in addition to an Eligible Shareholder's Entitlement for which an Applicant makes an Application, as described in section 1.4.

"Application Form" means the Application Form attached to or accompanying this Prospectus that sets out the Entitlement of Shareholders to subscribe for Securities pursuant to the Rights Issue.

"Application Money" means monies received from persons applying for Securities pursuant to the terms of the Rights Offer.

"Application Price" means 8 cents per Share.

"ASIC" means Australian Securities & Investments Commission.

"ASX" means ASX Limited ACN 008 624 691.

"Business Day" means a day on which trading takes place on the stock market of ASX.

"CHESS" means ASX Clearing House Electronic Sub-registry System.

"Closing Date" means 12 July 2007 or such other date as may be determined by the Directors and the Underwriters under this Prospectus.

"Company" and "Westonia" means Westonia Mines Limited ACN 084 669 036 and where relevant, its subsidiary companies.

"Constitution" means the Company's Constitution as at the date of this Prospectus.

"Corporations Act" means the Corporations Act 2001 (Commonwealth).

"Directors" means the directors of the Company.

"Dollar" or \$ means Australian dollars.

"Eligible Shareholder" means a Shareholder other than a Non-Qualifying Foreign Shareholder.

"Entitlement" means a Shareholder's entitlement to subscribe for Securities offered by this Prospectus.

"Issue" means the issue of Securities under this Prospectus.

"Listing Rules" or "ASX Listing Rules" means the Listing Rules of the ASX.

"New Option" means an option to acquire a Share exercisable at 10 cents on or before 30 June 2010 to be issued under this Prospectus.

"New Share" means a fully paid ordinary share in the capital of the Company to be issued under this Prospectus.

"Non-qualifying Foreign Shareholder" means a Shareholder, whose registered address is not in Australia or New Zealand.

"Offer" means the offer of 1 New Share for every 8 existing Shares held at the Record Date at an issue price of 8 cents per New Share.

"Prospectus" means the prospectus constituted by this document.

"Record Date" means 27 June 2007.

"Rights" means the right to subscribe for New Shares under this Prospectus.

"Rights Issue" has the same meaning as the Offer.

"SCH Business Rules" means the business rules of the securities clearing house which operates CHESS.

"Securities" means the New Shares to be issued under this Prospectus.

"Share" means a fully paid ordinary share in the capital of the Company.

"Shareholder" means the holder of a Share registered on the Record Date.

"Shortfall Shares" means New Shares for which successful valid applications have not been received by the Closing Date.

"Underwriter" means Patersons Securities Limited (ACN 008 896 311).

"Underwriting Agreement" means the underwriting agreement dated on or about the same date as this Prospectus, between the Underwriter and the Company.

"Westonia" means Westonia Mines Limited ACN 084 669 036.

"WST" means Western Standard Time.